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Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 3. NONPROFIT CORPORATIONS · Article 8. DIRECTORS AND OFFICERS · Part 1. BOARD OF DIRECTORS

14-3-810. Removal of director by court.

Active

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

  1. (a)

    The superior court may remove any director of the corporation from office in a proceeding commenced by the corporation, its members holding at least 10 percent of the voting power of any class, or, in the case of a charitable corporation, the Attorney General, if the court finds that:#

    1. (1)

      The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in Code Section 14-3-830 or 14-3-831, or the director has been subjected to sanction for participation in a “director’s conflicting interest transaction” as defined in paragraph (2) of Code Section 14-3-860; and#

    2. (2)

      Removal is in the best interest of the corporation.#

  2. (b)

    The court that removes a director may bar the director from serving on the board for a period prescribed by the court.#

  3. (c)

    If members or the Attorney General commence a proceeding under subsection (a) of this Code section, the corporation shall be made a party defendant.#

The notes below are printed with the section but are not enacted law (O.C.G.A. § 1-1-1(c)). They are shown apart from the text.

History

Code 1981, § 14-3-810, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2023, p. 419, § 1-1/SB 148, effective July 1, 2023.

Amendments

The 2023 amendment, effective July 1, 2023, deleted “either” following “commenced” and substituted “in the case of a charitable corporation, the Attorney General” for “in the case of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302, the Attorney General” in the beginning of subsection (a), and substituted “in a ‘director’s conflicting interest transaction’ as defined” for “in a director’s conflicting interest transaction as defined” in paragraph (a)(1).

Read the official page (the state's PDF, opened at the page this text was read from).

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

Text read from t14-(v12)-pdf.pdf, Volume V12, 2017 edition, 2025 supplement, page 110; merge action: replaced; file SHA-256 b004123363dc.